Management of a joint venture with a foreign partner (with limited liability)
Management of the Company
To control the joint venture, its founders created the following bodies: 1) Council of founders (the Board); 2) the audit Committee, Board of Directors.
The Supreme body of the joint venture is the Board of founders (the Board), which consists of members, each of which is competent in the field of activities of the joint venture. The Directorate consists of domestic and foreign citizens. The concept of organizational management structure of the SP is shown in Fig. 91.
The current activities of the joint venture and the implementation of the decisions taken by the Council of founders (the Board), implemented by the Directorate headed by the Director General. The General Director can be both domestic and foreign citizen. The General Director manages the current activity of the enterprises on the principles of unity of command within the authority and rights defined by the Charter and by decision of the Board.
Control over financial activities of SP carries out the audit Commission, which is appointed by the Board of founders (the Board). The main functions and objectives of the SP are defined by the Charter. Each of the joint venture participants shall be entitled to appoint one or more substitute members of the Board, at any time to revoke the appointed members and appoint new ones.
Revocation or the appointment of a new member of the Board of founders (the Board) a party informs the second party in writing, by telex or telegram.
The Council of founders (the Board) determines the structure and operation of the joint venture. It chooses from among its members a Chairman and Vice-Chairman. The Chairman of the Board and his Deputy shall be representatives of different parties. Deputy members of the Board may participate in Board meetings. The Council of founders (the Board) is authorized to take decisions, if 2/3 of its members are present personally or represented by other members of the Board. Representation at Board meetings confirmed the power of attorney in writing or by telex. Each Board member has one vote. Decisions must be taken unanimously, unless otherwise provided by the Charter and the agreement of the joint venture.
The Council of founders (the Board) meets as needed, but not less than one (two) times a year. At a meeting of the Board shall be convened by the Chairman or his Deputy. Board meetings are, as a rule, at the location of SP.
The competence of the Board of founders (the Board) SP includes all issues related to the activities of the joint venture, if the agreement on its establishment or in the Charter of the joint venture provides otherwise. The exclusive competence of Board is: 1) amendments to the Charter; 2) the timing of contributions to the statutory Fund, increase or decrease its size; 3) determination of the main activities of the company; 4) approval of the annual balance sheets, accounts of profits and losses, the annual report of the Directorate; drafting and staffing 1 of the regulations of the Directorate; 5) the appointment, relief from duties, remuneration and annual evaluation of the activities of the Directorate; 6) establishment, closure of branches and representative offices; 7) the appointment of an auditor; 8) liquidation of the joint venture and the appointment of the liquidation Commission. Determination of the volume of information will not be disclosed; 9) appointment of the General Director of JV and his deputies.
The Council of founders (the Board) oversees the activities "section and informs the joint venture participants about the state of Affairs at the enterprise.
Directorate of SP consists of the Director General and the Directors - Vice. It is a joint venture in accordance with the agreement on Its establishment, the Charter, regulations on the Director and their treaties charming. The term Director is usually g years. Allowed his reappointment. The competence of the Directorate includes questions related to everyday activities of the enterprise. All decisions of the Directorate shall be taken unanimously. If in certain issues the Directorate is unable to achieve unanimity, it shall convene the Board.
The Director-General and his deputies are responsible for their economic part, warehousing, distribution, represent SP in relations with state authorities of members countries and various enterprises and institutions. Responsibilities are distributed among Directors on a democratic basis by the Board of the joint venture. The Deputy Director General responsible for certain activities provided in their contracts or job descriptions. The Directorate shall, within three months after the end of the financial year to submit to the Board an annual balance sheet of the joint venture, the profit or loss.
The competence of the audit Commission include: review and analysis of annual balance sheets; income, losses, financial condition, identify negative consequences in the work of the SP and their causes etc.